Common use of Reliance by Issuer Clause in Contracts

Reliance by Issuer. To the extent not inconsistent with §5.8, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To The Fronting Bank and the extent not inconsistent with §5.8, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Fronting Bank or the Agent. The Administrative Agent and the Fronting Bank shall be fully justified in failing or refusing to take any action under this §5 (other than the issuance of a Letter of Credit Agreement pursuant to a Letter of Credit Application and otherwise in accordance with the terms of this Agreement) unless it shall first have received such advice or concurrence of the Required Majority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement) as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this Credit Agreement §5 in accordance with a request of the Required LendersMajority Lenders (or such other number or percentage of the Lenders as may be required by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)5.4, the Administrative ------------------ Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed in good faith by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.85.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it the Administrative Agent reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes Notes, loan accounts or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying uponrelying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.4.4, the Administrative Dollar Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Dollar Agent in the absence of the Dollar Agent's gross negligence or willful misconduct. The Administrative Dollar Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Dollar Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Dollar Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Dollar Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.85.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.82.9.8, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed in good faith by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative AgentIssuing Bank. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders other Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.83.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation. §3.6.

Reliance by Issuer. To the extent not inconsistent with §5.85.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying uponrelying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype facsimile message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Syndicated Notes or of a Letter of Credit ParticipationParticipations. Notwithstanding the foregoing, nothing in this 5.5 shall relieve the Agent of any liability resulting from the gross negligence or willful misconduct of the Agent, or otherwise affect any defense or other right that the Company may have as a result of any such gross negligence or willful misconduct.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 2.20, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersBanks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.85.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)3.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8§ 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent BKB shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative AgentBKB. The Administrative Agent BKB shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent BKB shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.83.4, the Administrative Agent each Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agentsuch Issuing Bank. The Administrative Agent Each Issuing Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent Each Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes Loans or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8------------------- Section 3.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8sec.5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)4.4 hereof, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, Credit or any draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document delivered in connection with any Letter of Credit believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit ParticipationParticipations.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)5.4, ------------------ the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes Loans or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8[Section]4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.83.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.and

Reliance by Issuer. To the extent not inconsistent with the foregoing §5.84.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure failed to act be taken pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)2A.4, ------------------ the Administrative Agent and any Fronting Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent and any Fronting Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement (S)2A unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Banks in acting, or in refraining from acting, under this Credit Agreement (S)2A in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.84.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Sections 5.3 and 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)4.4, the Administrative ------------------ Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons entity and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases case be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.4.4, the Administrative Issuing Bank and the Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Issuing Bank and the Agent. The Administrative Issuing Bank and the Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Issuing Bank and the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)5.4, ------------------ the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed in good faith by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation. 4.6.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 3A.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement requested by the Majority Banks unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 1.07(d), the Administrative Agent each Issuing Bank shall be entitled to rely, and shall be fully protected in relying uponrelying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, email, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agentsuch Issuing Bank. The Administrative Agent Each Issuing Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent Each Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)4.4, the Administrative ------------------ Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8this ss.5, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)5.4, the Administrative ------------------ Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersBanks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.84.4, the Issuing Bank and the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it such Person to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Issuing Bank or the Administrative Agent. The Each of the Issuing Bank and the Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it they reasonably deems deem appropriate or it shall first be indemnified to its reasonable satisfaction by the other Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Issuing Bank and the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)2A.4, -------- -- ------ the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 3.4, the Administrative Agent each Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative AgentAgent or any Issuing Bank. The Administrative Agent and each Issuing Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and each Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersBanks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made 30 -24- by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Dollar Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Dollar Agent. The Administrative Dollar Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Dollar Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Dollar Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Dollar Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8o5.5, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases case be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation or Bankers' Acceptance Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.85.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Credit Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Credit Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4 hereof, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative AgentAgent with reasonable care. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any the Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons entity and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases case be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.3.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons entity and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its 34 reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.. 74 -68-

Reliance by Issuer. To the extent not inconsistent with §5.8ss.3A.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.2A.4, the Administrative Agent and any Fronting Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent and any Fronting Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement ss.2A unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and any Fronting Bank shall in all cases be fully protected by the Banks in acting, or in refraining from acting, under this Credit Agreement ss.2A in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 2B.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.84.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.85.4, the Administrative Agent each L/C Issuer shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agentsuch L/C Issuer. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8[section]3.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks or all Banks where unanimity is required as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks or all Banks where unanimity is required, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss. 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement requested by the Majority Banks unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.84.4, the Administrative Agent Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative AgentIssuing Bank. The Administrative Agent Issuing Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)4.4, the Administrative -------- -- ------ Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 6.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.85.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases case be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 2A.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement requested by the Majority Banks unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative In connection with any such document, the Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8(S)7.4, the Administrative Agent ------------------ shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8ss.4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks (solely with respect to the Borrower, absent the Agent's gross negligence and willful misconduct), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8Section 4.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative In connection with Letters of Credit, the Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative In connection with Letters of Credit, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.84.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8sec.5.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.8SECTION 5.4 above, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, (a) any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon (b) any advice and statements of legal counsel, independent accountants and other experts selected by the Administrative AgentAgent with due care. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Majority Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.84.4, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative In connection with Letters of Credit, the Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative In connection with Letters of Credit, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by Issuer. To the extent not inconsistent with §5.84.4, the Administrative Agent Issuing Bank shall be entitled to rely, and shall be fully protected in relying upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative AgentIssuing Bank. The Administrative Agent Issuing Bank shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first have received such advice or concurrence of the Required Lenders Majority Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement in accordance with a request of the Required LendersMajority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders Banks and all future holders of the Revolving Credit Notes or of a Letter of Credit Participation. 4.6.